1. PIQLCONNECT - TERMS AND CONDITIONS

   
   

   The Standard Contract (“Agreement”) described in the piqlConnect CLIENT Agreement document, is between the entity buying the service (“CLIENT”) and PIQL (“PIQL”) from which you are procuring piqlConnect and governs your use of piqlConnect purchased through PIQL.

   By agreeing to these terms, you represent and warrant that you have the authority to accept the Agreement, and you also agree to be bound by its terms. Capitalized terms have the meanings given under “Definitions.”

   
   

   License to piqlConnect

   
   

   License grant. PIQL grants the CLIENT a non-exclusive and limited license to use piqlConnect. These licenses are solely for the CLIENT’s own use and business purposes and are non-transferable, except as expressly permitted under this Agreement or applicable law.

   
   

   Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed.

   
   

   End Users. the CLIENT will control access to and use of the piqlConnect by End Users and is responsible for any use of the piqlConnect that does not comply with this Agreement.

   
   

   Affiliates. the CLIENT may order piqlConnect for use by its Affiliates. If it does, the licenses granted to the CLIENT under this Agreement will apply to such Affiliates, but the CLIENT will have the sole right to enforce this Agreement against PIQL. the CLIENT will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement and any applicable Order(s).

   
   

   Reservation of Rights. PIQL reserves all rights not expressly granted in this Agreement. piqlConnect is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use piqlConnect on a device do not give the CLIENT any right to implement PIQL’s intellectual property in the device itself or in any other software or devices.

   
   

   Obligations

   
   

   Reference: "Data" means any information that may be generated or encountered through use of the piqlConnect, such as, but not exclusively, data files, metadata, device characteristics, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials.

   
   

   PIQL continuously represents and warrants that:

   It has full rights and authority to enter into, perform under, and grant the rights in, this Agreement; Its performance will not violate any agreement or obligation between it and any third party;

   The piqlConnect will substantially conform to the Documentation; The piqlConnect will not:

   to the best of PIQL’s knowledge, infringe or violate any third-party patent, copyright, trademark, trade secret, or other proprietary right; or

   contain viruses or other malicious code that will degrade or infect any products, services, software, or the CLIENT’s network or systems, and

   While performing under this Agreement, PIQL will comply with law, including Data Protection Laws and Anti-Corruption Laws, and will provide training to its employees regarding AntiCorruption Laws.

   While in PIQL's care, PIQL or its subcontractor(s) will keep the CLIENT's preserved data in a secured and environmentally controlled vault.

   Unless the Parties agree otherwise in writing, ownership to all physical copies of piqlFilm and its packaging is the CLIENT.

   Except for material PIQL may license to CLIENT, PIQL does not claim ownership of the Data that CLIENT submit or make available on the piqlConnect.

   PIQL is responsible for the maintenance of its lockable devices inside the vault and the insurance of physical damage to the stored data (loss of data). Furthermore, PIQL is obliged to return the CLIENT’s Data on request according to the policies defined under the Service Level Agreement. For the avoidance of doubt, such data retrieval may involve additional cost to the CLIENT.

   PIQL will keep the CLIENT’s preserved data in an environmentally controlled location and shall use reasonable economic efforts to keep such data in a secure place.

   
   

   Disclaimer. Except as expressly stated in this Agreement, piqlConnect is provided as is. To the maximum extent permitted by law, PIQL disclaims all other warranties (express, implied, or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.

   
   

   CLIENT represents and warrants:

   CLIENT owns or has the right to dispose over the Data subject to the piqlConnect, hereunder but not limited to obtain all necessary consents and licenses thereto

   CLIENT has no right to demand deletion of data unless it follows the terms as agreed in the SLA

   PIQL and CLIENTs’ permitted use and possession of the Data will not be interrupted or otherwise disturbed by any entity asserting a claim under or through CLIENT

   CLIENT is compliant and shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations applicable to its obligations hereunder

   PIQL’s performance of its obligations under this Agreement shall not violate any obligations owed by CLIENT to any third party.

   CLIENT is solely responsible for all Data that PIQL stores or processes in any way on behalf of CLIENT. CLIENT acknowledges that PIQL is not responsible or liable in any way for any data provided by others and has no duty to pre-screen such data.

   CLIENT agrees to pay all fees in EUR and in accordance with the payment terms set forth in this Agreement. Except as expressly set forth in this Agreement, all fees are due 30 days from the date of the invoice.

   If piqlFilm is to be delivered to CLIENT, the piqlFilm is delivered, and the risk is transferred to CLIENT when the piqlFilm are collected by CLIENT at PIQL’s premises.

   
   

   Limitation of liability

   
   

   For piqlConnect, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts the CLIENT was required to pay for piqlConnect during the term of the applicable licenses, subject to the following:

   1. Subscriptions. For piqlConnect ordered on a subscription basis, PIQL’s maximum liability to the CLIENT for any incident giving rise to a claim will not exceed the amount the CLIENT paid for the piqlConnect during the 12 months before the incident.

      
      

   2. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.

      
      

   3. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s: (1) confidentiality obligations (except for liability related to the CLIENT Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.

   
   

   Term and termination.

   
   

   1. Term. this Agreement is effective until terminated by a party, as described below. The term for each Order will be set forth therein.

      
      

   2. Termination without cause. Unless otherwise set forth in an Order, either party may terminate this Agreement or any Order without cause on 60 days’ notice. Termination without cause will not affect the CLIENT’s perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement. PIQL will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause.

      
      

   3. Termination for cause. Without limiting other remedies, it may have, either party may terminate this Agreement or any Order immediately on notice if (i) the other party materially breaches the Agreement or an Order and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, the following will apply:

      All licenses granted under this Agreement will terminate immediately.

      All amounts due under any unpaid invoices will become due and payable immediately.

      If PIQL is in breach, the CLIENT will receive a credit for any subscription fees paid in advance.

      
      

   4. piqlFilm. Upon termination, PIQL has the right to keep all reels and all data written on the reels and has the right, but no obligation to destroy the reels. CLIENT is aware that data is written on reels which possibly contain data of other clients. CLIENT may request the deletion of the data on such reels, but needs to cover all costs for deletion, and new production. The SLA regulates such process. For data written on Films which are solely containing data of the CLIENT, CLIENT must collect those reels within 30 days from when the notice of termination was sent. Upon request from the CLIENT, PIQL will organize shipment of the physical Data to the address specified by the CLIENT. The method and route of shipment will be at PIQL's discretion, unless the CLIENT supplies explicit instructions. All shipments are incurred at CLIENT's expense and made at the CLIENT's risk. If shipment costs are not paid by the CLIENT within 15 days from the invoice date, PIQL may destroy the Data. PIQL has no responsibility for unclaimed Data.

      
      

   5. Suspension. PIQL may suspend use of piqlConnect without terminating this Agreement during any period of material breach. PIQL will give the CLIENT reasonable notice before suspending piqlConnect. Suspension will only be to the extent reasonably necessary.

   6. Survival. The terms of this Agreement, including the applicable Order, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Order, will survive termination or expiration, including all indemnity obligations and procedures.

      
      

      Miscellaneous.

      
      

      Entire Agreement. this Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply:

      • Order;

      • this Agreement;

      • Service Level Agreement (SLA); and

      • Documentation.

   
   

   Independent contractors. The parties are independent contractors. the CLIENT and PIQL each may develop products independently without using the other’s Confidential Information.

   
   

   Agreement not exclusive. the CLIENT is free to enter into agreements to license, use, and promote the services of others.

   
   

   Amendments. Unless otherwise agreed in a writing signed by both parties, PIQL will not change the terms of this Agreement, including privacy terms, during the term of this Agreement.

   
   

   Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. the CLIENT consents to the assignment to an Affiliate or third party, without prior notice, of any rights PIQL may have under this Agreement to receive payment and enforce the CLIENT's payment obligations, and all assignees may further assign such rights without further consent. Furthermore, either party may assign this Agreement without the consent of the other party in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.

   
   

   Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

   
   

   Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

   
   

   No third-party beneficiaries. this Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

   
   

   Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to PIQL must be sent to the address stated in the Order. Notices to the CLIENT will be sent to the individual at the address the CLIENT identifies on its account as its contact for notices. PIQL may send notices and other information to the CLIENT by email or other electronic form.

   Applicable law. PIQL is based in Norway. The Agreement is therefore governed by the laws of Norway. All disputes, actions or proceedings arising under or related to the Agreement shall exclusively be referred and resolved by the Norwegian Court. Notwithstanding, nothing in the Agreement will be deemed as preventing PIQL from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as is necessary to protect PIQL 's, proprietary information, trade secrets, know-how, or any other intellectual property rights.

   
   

   Order of precedence. The body of this Agreement will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.

   
   

   Government procurement rules. By accepting this Agreement, the CLIENT represents and warrants that: (1) it has complied and will comply with all applicable government procurement laws and regulations; (2) it is authorized to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.

   
   

   Compliance with laws. PIQL will comply with all laws and regulations applicable to its provision of piqlConnect. PIQL will obtain and maintain any approvals, licenses, filings, or registrations necessary to its performance, and will comply with all law (including law related to export, corruption, money laundering, or any combination of these). the CLIENT must also comply with laws applicable to their use of piqlConnect.

   
   

   Construction. Neither party has entered this Agreement in reliance on anything not contained or incorporated in it. this Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties’ intent. Lists of examples following “including”, “e.g.”, “for example”, or the like are interpreted to include “without limitation,” unless qualified by words such as “only” or “solely.” this Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. Unless stated or context requires otherwise:

   all internal references are to this Agreement and its parties;

   all monetary amounts are expressed and, if applicable, payable, in Euros;

   URLs are understood to also refer to successors, localizations, and information or resources linked from within websites at those URLs;

   a party’s choices under this Agreement are in its sole discretion, subject to any implied duty of good faith; “written” or “in writing” means a paper document only, except where email is expressly authorized; “days” means calendar days;

   “may” means that the applicable party has a right, but not a concomitant duty,

   “partner,” if used in this Agreement or related documents, is used in its common, marketing sense and does not imply a partnership;

   “current” or “currently” means “as of the Effective Date” but “then-current” means the present time when the applicable right is exercised, or performance rendered or measured;

   “notify” means to give notice under subsection (i) above; and

   a writing is “signed” when it has been hand-signed (i.e., with a pen) or signed via an electronic signature service by a duly authorized representative of the signing party.

   
   

   Definitions.

   “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party.

   
   

   “Anti-Corruption Laws” means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.

   
   

   “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

   
   

   “Confidential Information” is defined in the “Confidentiality” section.

   
   

   “the CLIENT Data” means all data, including all text, sound, software, image or video files that are provided to PIQL or its Affiliates by, or on behalf of, the CLIENT and its Affiliates through use of piqlConnect. The CLIENT Data does not include Support Data.

   
   

   “Support Data” means all data, including all text, sound, video, image files, or software, that are provided to PIQL by or on behalf of the CLIENT (or that the CLIENT authorizes PIQL to obtain from piqlConnect) through an engagement with PIQL to obtain technical support for piqlConnect covered under this Agreement.

   
   

   “Data Protection Law” means any law applicable to PIQL or the CLIENT, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

   
   

   “Documentation” means all user manuals, handbooks, training material, requirements, and other written or electronic materials PIQL makes available for, or that result from use of, piqlConnect.

   
   

   “End User” means any person the CLIENT permits to use piqlConnect or access the CLIENT Data.

   
   

   “Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.

   
   

   “piqlConnect” means all services, websites (including hosting), solutions, platforms, and products identified in an Order and that PIQL makes available under or in relation to this Agreement, including the software, equipment, technology, and services necessary for PIQL to provide the foregoing. piqlConnect availability may vary by region.

   
   

   “Order” means an ordering document used to transact piqlConnect via PIQL ordering system. “Personal Data” means any information relating to an identified or identifiable natural person. “Representatives” means a party’s employees, Affiliates, contractors, advisors, and consultants.

   “Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.

   
   

   “Subcontractor” means any third party: (1) to whom PIQL delegates its obligations under this Agreement, including a PIQL Affiliate not contracting directly with the CLIENT through an Order; or (2) who, in performing under a contract between it and PIQL or a PIQL Affiliate, stores, collects, transfers, or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other the CLIENT Confidential Information.

   
   

   “use” means to copy, download, install, run, access, display, use or otherwise interact with.

2. PIQLCONNECT SERVICE LEVEL AGREEMENT (SLA)

   
   

   The piqlConnect service is managed and supported by Piql personnel. The infrastructure and applications are run on Azure, a Microsoft cloud service. Piql Service Levels Agreements are backed up by Azure SLAs.

   If Piql fails to achieve and maintain the Service Levels for each service described in this SLA, the CLIENT may be eligible for a credit towards a portion of your monthly service fees. Piql will not modify the terms of your SLA during the initial period of your subscription; however, if you renew your subscription, the current version of this SLA will apply throughout your renewal term. Piql will provide at least 90 days’ notice for adverse material changes to this SLA.

   The secure vault storage and data retrieval service sections are included in this SLA. The data is stored physically in piqlFilms which are placed for example in a decommissioned military underground facility in Norway. Other vault storages are available in other physical locations and can be selected when ordering offline storage.

   
   

   Claims. For Piql to consider a claim, you must submit the claim to customer support at the Piql helpdesk, including all information necessary for Piql to validate the claim, including but not limited to the following:

   • A detailed description of the Incident.

   • Information regarding the time and duration of the Downtime.

   • The number and location(s) of affected users (if applicable).

   • Descriptions of your attempts to resolve the Incident at the time of occurrence.

     
     

     Piql will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. You must comply with the Agreement to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your applicable monthly service fees.

     
     

     Service Credits. Service Credits are your sole and exclusive remedy for any performance or availability issues for any service under the Agreement and this SLA. You may not unilaterally offset your applicable monthly service fees for any performance or availability issues.

     The Service Credits awarded in any billing month will not, under any circumstance, exceed your monthly service fees for the service, as applicable, in the billing month. If you purchased a service from a Piql reseller, you would receive a service credit directly from your reseller, and the reseller will receive a Service Credit directly from Piql. The Service Credit will be based on the estimated retail price for the applicable service, as determined by Piql at our reasonable discretion.

     
     

     Limitations. This SLA and any applicable Service Levels do not apply to any performance or availability issues under the following circumstances:

     
     

     Despite the fact that our service is built to protect data from factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre) the availability of our services may be impacted, while the data is still protected in our vaults. In those cases the limitations to the SLA apply;

     That result from the use of service or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;

     Caused by your use of service after we advised you to modify your use of the service; if you did not modify your use as advised;

     During or with respect to preview, pre-release, beta or trial versions of a service, feature or software (as determined by us);

     That result from your unauthorised action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;

     That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the service in a manner inconsistent with the features and functionality of the service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance.

     
     

     SLA Details. The Piql helpdesk application is primarily used for handling and resolution of incidents. Access to the helpdesk is done by a web service and email communication. Emails sent to the support email address are automatically added to the ticket history for the incident. If the severity of the incident calls for immediate action, you could contact Piql using the support telephone line. Piql support is operated 08-17 on all workdays (Central European Time zone (CET)).

     
     

     Contact information

     Helpdesk: https://piql.zendesk.com email: [email protected]

     Phone Norway: +47 905 33 432

     
     

     piqlConnect. "Downtime" is the time in minutes when the service is not performing as agreed and is not available to the customer for regular use. Any period where the response time is noticeably slower than it would be in an optimised and fully operative technical environment shall also be considered Downtime.

     Downtime is permitted in all agreed maintenance windows, provided Piql has made reasonable efforts to limit the downtime during the agreed maintenance window.

     Piql uses maintenance windows to maintain infrastructure platforms and the operational environment. Such maintenance windows shall be announced five working days in advance. One maintenance window per service/month can be accepted. Each maintenance window shall be limited to a few hours as necessary and shall be scheduled to such weeks/hours that reduces any negative impact on Piql and the customer’s businesses as possible.

     Exceptionally, in case of external and server security threats not under Piql's control, Piql may request additional maintenance windows, for instance, to install hotfixes or security patches that Piql could not have installed during any other maintenance window. Such requests shall not be withheld without reasonable cause. Exceptional maintenance windows may also be agreed upon between the Parties in Change Orders.

     Piql shall give the customer prior written notice at least five working days in advance of any expected downtime or as soon as possible. Further, Piql shall give the customer written notice immediately in case of unexpected downtime.

     
     

     "Monthly Uptime Percentage" is calculated as the Maximum Available Minutes less Downtime divided by the Maximum Available Minutes in a billing month for a given piqlConnect subscription. The following formula represents the Monthly Uptime Percentage:

     
     

     Monthly Uptime % = (Maximum Available Minutes – Downtime) / Maximum Available Minutes X 100

     
     

     Service Levels and Service Credits for piqlConnect:

     MONTHLY UPTIME PERCENTAGE	SERVICE CREDIT
     < 99.5%	10%
     < 95%	25%
     < 90%	100%

     
     

     Service Levels and Service Credits:

     Piql guarantees that the piqlConnect service will respond to requests to perform operations at least 99.95% of the time.

     
     

     MONTHLY UPTIME PERCENTAGE	SERVICE CREDIT
     < 99.95%	10%
     < 99%	25%

     
     

     Secure Vault Storage. Vault climate conditions are monitored and guaranteed. Vault access is physically restricted—authorised access only to selected personnel. There are 24/7 surveillance cameras.

     The piqlBoxes are marked and positioned in defined locations on shelves within the vault. The locations are stored in the Piql Warehouse Management System (WMS). Daily backup of the WMS is performed. Access to the piqlBox's content is restricted to vault operators. Operators only relate to a reelID. Access to WMS is only granted to Piql personnel and vault operators.

     Data request and access to the piqlBox is allowed only to the contact person registered in the WMS. This person can request adding more contact people with due authorisation papers issued by the Client.

     All piqlFilms and piqlBoxes are the property of Piql. The Client can decide to terminate the storage contract and the data may be destroyed, but may also stay in the vault. The client will no longer be able to access the data as references in the WMS are deleted.

     
     

     Data Retrieval. A piqlReader is always available in relation the secure vault to process data retrieval requests through piqlConnect. After the data is retrieved from the piqlFilm, the data is made available through the access module in piqlConnect. Online availability of the data retrieved from the piqlFilm depends on the amount of GB of information requested.

     Piql is committed to delivering 120GB of data retrieved within two working days after request by the client. No compliance to this time does not incur penalties to Piql; however, Piql will communicate the reason for extending the delivery time to the client.

     
     

     Deletion of Data. All data stored on piqlFilm can only be deleted by physical destruction of the film reel. Since data of different clients may be stored on the same physical reel and data can not be destructed selectively, the client can request to reproduce the same reel without the specific data from the client. In this case Client will have to carry all cost related to the production of a new film. The production cost will be the cost of production of a full new reel (120GB) at the time of production according to the price list.

3. PRIVACY NOTICE

   
   

   Piql is committed to protecting your personal information and safeguarding your data.

   This privacy notice details how we collect and handle your personal data to provide you with the best long- term data storage service we can.

   
   

   This Notice will inform you how we use, process and protect your personal data as a ‘data controller’ under the General Data Protection Regulations (GDPR).

   
   

   This Notice concerns:

   • Customers – those that use Piql services or products

   • Potential customers and visitors – including website visitors and social media contacts

   • Partner organisations

   • Potential partner organisations.

     
     

     For existing customers, this Notice applies in addition to our terms and conditions and any other documents referred to on it.

     
     

     We promise to never sell or share personal information of our customers, potential customers, visitors or partners.

     
     

     Piql AS is registered with the Norwegian Brønnøysund Register Centre (ref. 984359403).

     
     

     Piql AS offers data storage services which also makes us a ‘data processor’ under the GDPR. All data provided by a ‘data controller’ is governed by a contract which explicitly states how the data will be managed, in compliance with relevant regulations.

     
     

     Who we are

     Piql AS, is a Norwegian start-up company headquartered in Drammen. Piql Services are offered worldwide through an extensive network of trusted partners, however this Notice relates only to Piql AS.

     Piql AS is the Data Controller for the personal information we hold to run our business including managing contracts with customers and partners, and to market and sell to existing and potential customers and partners.

     
     

     Piql AS is a Data Processor for customer data that is stored on Piql film, processed at the Drammen production facility. As a data processor, we may process customer information without knowing the content or origin.

     Types of data Piql collects

   • Contact Data: includes business address, email address, social media handles, and telephone numbers.

   • Identity Data: includes first name, last name, username or similar identifier, title, job title.

   • Correspondence: including email content which potentially contains personal data. We may also receive information about you from social media platforms, for instance, when you interact with us on those platforms.

   • Technical Data: includes a standard information collected by cookies when you visit our site, including information about your browser type, operating system, IP address, and the domain

     name from which you access this site (e.g., yahoo.com). In addition, we may collect information about your browsing behavior, such as the number of times you have visited the site, the date you visited the site, and the amount of time you spent viewing the site.

   • Other data: includes how you use our product or services or information you submit to use via a form on our website. For customer service and analytical purposes we track data on

   • Mixpanel: We collect personal information such as your email address and your user activity through the use of Mixpanel. Mixpanel’s ability to use and share information is governed by the Mixpanel Terms of Use, available at https://mixpanel.com/terms/, and the Mixpanel Privacy Policy, available at https://mixpanel.com/privacy/. You can opt-out of Mixpanel’s services by clicking on the following link: https://mixpanel.com/optout/. We use this information also for our customer service to be able to provide the best help to our clients.

     
     

     As a Data Controller, we do not collect any Special Categories of Personal Data. Nor do we collect any information about criminal convictions and offences.

     
     

     As a Data Processor, some of the information we digitally preserve or store, may include special categories of data. We detail in our customer contracts how this information is to be handled in line with GDPR regulations.

     
     

     If you are visiting our website, please note we do not collect any of your personal data unless you specifically supply it. Our website includes hyperlinks to, and details of, third party websites. We have no control over, and are not responsible for, the privacy policies of third parties.

     
     

     How do we use personal information?

     As data controllers, we use the above mentioned information for a range of businesses purposes such as:

   • managing the product or service you have with us

   • managing our client relationship database

   • managing any aspect of the product or service

   • to keep records of our communications with you and our staff

   • to keep you and your business updated on our business through delivery of a newsletter (which you can chose not to receive).

   • for direct marketing via email, phone or through an online channel.

   • to comply with legal and regulatory obligations, requirements and guidance.

     
     

     What legal basis do we have for processing your personal data?

     We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

     
     

     Consent

     If you sign up to our subscription service, you agree that we have your consent to contact you. You can unsubscribe from this newsletter at any time.

     When visiting our website, you have the option to accept or decline the use of cookies and what cookies might be used for.

     
     

     Performance of a contract

     We may process your data as part of a contract with a supplier who is the data controller of your data.

     Third party service providers

     Piql uses certain third parties for some business administration and other activities related to our services, such as plug-in providers. Some of these third parties are based in the EEA and some are based outside the EEA with servers outside the EEA.

     We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions and contract conditions.

     
     

     By agreeing to use Piql’s services, you agree that your data may be shared with these third parties for the purpose of providing the service.

     
     

     Legitimate interests

     
     

     Piql may use personal information to contact you for a legitimate interest. This is where we have a legitimate interest in contacting you or where we believe you will have legitimate interest in what we are contacting you about.

     
     

     We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests.

     
     

     We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law).

     Comply with a legal or regulatory obligation

     
     

     Piql may also process your personal data where it is necessary for compliance with a legal or regulatory obligation that we are subject to.

     
     

     Your rights

     You have rights according to the General Data Protection Regulation (GDPR). If you need to exercise your rights, please contact us. In all cases we will acknowledge your request and supply a response within one month or sooner.

     
     

     How long we store your data

     We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

     If you have a question about a specific retention period for certain types of personal information we process about you, please contact us.

     
     

     Disclosing your data

     Piql AS only discloses data in compliance with applicable laws. We may disclose your data to our partner organisations or a third party, as part of providing a service to you. Any disclosure of such information will be limited to the purposes for which such information was provided to us or our Service Providers.

     
     

     piqlReader

     Our app, piqlReader has been designed for service and product demonstration purposes. We do not collect personal data related its use. The app requests access to the camera function to carry out its purpose.

     No personal data is collected or stored by our app, however the below information also applies to this app.

     
     

     Contact us

     To request more information on any of the above, access data we may have on you or make a general enquiry, please contact us - https://www.piql.com/contact/.

4. PIQLCONNECT DATA PROCESSING AGREEMENT (DPA)

This Data Processing Agreement (the “DPA”) between the CLIENT (below, the “Controller”) and PIQL (below, the “Processor”) constitutes a part of the Agreement, under which the Processor will process personal data on behalf of the Controller when supplying the Service (including any Professional Services). The Controller is the data controller in relation to the processing of the Personal Data. The Processor is data processor.

EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of the CLIENT Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the PIQL at the applicable URL for such terms or as otherwise communicated to the CLIENT.

Personal Data. the CLIENT consents to the processing of Personal Data by PIQL and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to PIQL, the CLIENT will obtain all required consents from third parties (including the CLIENT’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws.

Processing of Personal Data; GDPR. To the extent PIQL is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; GDPR”):

Processor and Controller Roles and Responsibilities. the CLIENT and PIQL agree that the CLIENT is the controller of Personal Data and PIQL is the processor of such data, except when (a) the CLIENT acts as a processor of Personal Data, in which case PIQL is a subprocessor or (b) stated otherwise in piqlConnect-specific terms. PIQL will process Personal Data only on documented instructions from the CLIENT. In any instance where the GDPR applies and the CLIENT is a processor, the CLIENT warrants to PIQL that the CLIENT’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller.

Processing Details. The parties acknowledge and agree that:

• the subject-matter of the processing is limited to Personal Data within the scope of the GDPR;

• the duration of the processing will be for the duration of the CLIENT’s right to use piqlConnect and until all Personal Data is deleted or returned in accordance with the CLIENT instructions or the terms of this Agreement;

• data stored on shared reels of piqlFilm cannot be selectively deleted and must not be personal data, the CLIENT has full responsibility to control which data will be stored on piqlFilm

• the CLIENT can choose to purchase own reels where only the CLIENT data is stored and request deletion of such data according to the SLA

• if data of a shared reel needs to be deleted, the CLIENT is responsible for all costs to read, copy and produce a new reel with the remaining data, this is regulated according to the terms in the SLA

• the nature and purpose of the processing will be to provide piqlConnect pursuant to this Agreement;

• the types of Personal Data processed by piqlConnect include those expressly identified in Article 4 of the GDPR; and

• the categories of data subjects are the CLIENT’s representatives and end users, such as employees, contractors, collaborators, and the CLIENTs, and other data subjects whose Personal Data is contained within any data made available to PIQL by the CLIENT.

Data Subject Rights; Assistance with Requests. PIQL will make information available to the CLIENT in a manner consistent with the functionality of the piqlConnect and PIQL’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. PIQL will comply with reasonable requests by the CLIENT to assist with the CLIENT’s response to such a data subject request. If PIQL receives a request from the CLIENT’s data subject to exercise one or more of its rights under the GDPR in connection with piqlConnect for which PIQL is a data processor or subprocessor, PIQL will redirect the data subject to make its request directly to the CLIENT. The CLIENT will be responsible for responding to any such request including, where necessary, by using the functionality of the piqlConnect. PIQL will comply with reasonable requests by the CLIENT to assist with the CLIENT’s response to such a data subject request.

Use of Subprocessors. the CLIENT consents to PIQL using the subprocessors listed at the applicable PIQL URL or as otherwise communicated to the CLIENT. PIQL remains responsible for its subprocessors’ compliance with the obligations herein. PIQL may update its list of subprocessors from time to time, by providing the CLIENT at least 14-days notice before providing any new subprocessor with access to Personal Data. If the CLIENT does not approve of any such changes, the CLIENT may terminate any subscription for the affected piqlConnect without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.

Records of Processing Activities. PIQL will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of the CLIENT, make them available to the CLIENT upon request.

Audit. Upon the Controller’s request, the Processor will provide to the Controller information necessary to demonstrate the Processor’s compliance with its obligations under Applicable Legislation and this DPA.

If the Controller, despite receiving the information, has a legitimate reason to suspect that the Processor does not fulfill its obligations under Applicable Legislation and this DPA, the Controller shall be entitled on 30 days’ written notice to carry out an audit of the Processor’s processing of the Personal

Data and information relevant in that respect. The Processor shall assist the Controller and disclose any information necessary for the Controller to carry out such audit. The Controller shall carry the costs for

such audit.

If a data protection authority carries out an audit of the Processor which may involve the processing of Personal Data, the Processor shall promptly notify the Controller thereof.

Limitation of liability. The Processor’s liability arising out of or related to this DPA is subject to the provisions on limitation of liability stated in the Agreement.

Return and deletion of data. The CLIENT” shall upon termination of the Agreement instruct PIQL in writing whether or not to transfer the Personal Data to the CLIENT (such transfer to be made in a common machine- readable format). PIQL will erase the personal online data from its systems no earlier than 30 days and no later than 40 days after the effective date of termination of the Agreement. Offline data on piqlFilm cannot be

erased without a cost and the CLIENT must pay a fee to cover this cost. However, access to personal data in the piqlFilm is disabled in piqlConnect.

Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, the CLIENT Data, the terms of this Agreement, and the CLIENT’s account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.

Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

Duration of Confidentiality obligation. These obligations apply: (1) for the CLIENT Data, until it is deleted by PIQL; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.